This paper presents the initial work toward first-principles noise prediction for maneuvering rotors. Both the aeromechanical and acoustics aspects of the maneuver noise problem are discussed. The comprehensive analysis code, CAMRAD 2. was utilized to predict the time-dependent aircraft position and attitude, along - with the rotor blade airloads and motion. The major focus of this effort was the enhancement of the acoustic code WOPWOP necessary to compute the noise from a maneuvering rotorcraft. Full aircraft motion, including arbitrary transient motion, is modeled together with arbitrary rotor blade motions. Noise from a rotorcraft in turning and descending flight is compared to level flight. A substantial increase in the rotor noise is found both for turning flight and during a transient maneuver. Additional enhancements to take advantage of parallel computers and clusters of workstations, in addition to a new compact-chordwise loading formulation, are also described.